Assignor's Representations, Warranties and Covenants Clause Samples

Assignor's Representations, Warranties and Covenants. The Assignor does hereby represent and warrant that (a) the Purchase Agreement, insofar as it relates to the Aircraft, is in full force and effect and is enforceable against the Assignor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors' rights generally, and the Assignor is not in default thereunder, and (b) the Assignor has not assigned or pledged, and hereby covenants that it will not assign or pledge, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement not assigned hereby, to anyone other than the Lessor as herein provided.

Assignor's Representations, Warranties and Covenants. (a) Assignor represents and warrants with respect to each of the Material Contracts that each of the following is true: (i) The Material Contract was duly executed and is validly existing and enforceable in accordance with its terms (except to the extent that enforcement may be limited by the effect of bankruptcy, receivership, insolvency, reorganization, moratorium and other similar laws affecting the rights and remedies of creditors generally). (ii) Assignor’s interest in the Material Contract is not subject to any defense, claim, setoff, lien, or encumbrance. (iii) No event has occurred that constitutes, or with the passage of time or the giving of notice, or both, would constitute, an event of default under the Material Contract. (iv) Neither this Assignment nor any action or inaction on the part of Lender will constitute an assumption on the part of Lender of any obligations under the Material Contract and Assignor will continue to be liable for all obligations under the Material Contract. (v) There has been no prior assignment of the Material Contract which has not been terminated prior to or concurrently with the execution and delivery of this Assignment. (vi) The Material Contract, its effective date, and the parties to the Material Contract are accurately listed on Exhibit C; a complete and accurate copy of the Material Contract is attached to this Assignment as part of Exhibit D; and the Material Contract attached as part of Exhibit D has not been amended, modified, terminated, extended or supplemented, except as shown in Exhibit D. (b) Assignor makes the following covenants with respect to each of the Material Contracts: (i) Assignor will hold Lender and Lender’s stockholders, directors, officers, agents, and employees harmless from and against any loss, cost (including fees and disbursements of legal counsel), or other expenses, damages, or liability arising under or with respect to the Material Contract or Assignor’s performance under (or breach of) the Material Contract. (ii) Lender will have the right at any time (but will have no obligation) to take, in its name or in the name of Assignor or otherwise, such action as Lender may at any time or times determine to be necessary to cure any default by Assignor under the Material Contract. (iii) Assignor will punctually perform all of its obligations under the Material Contract. (iv) No amendment of any Material Contract will be valid as against Lender or New Owner (as defined in Section 4 below)...

Assignor's Representations, Warranties and Covenants. Assignor represents and warrants as follows: (a) Assignor hereby represents and warrants to Assignee that, to Assignor's knowledge, neither the Assignor nor the Sold Property is in default under the FILOT Agreement and, to Assignor's knowledge, no event has occurred or failed to occur which, with the passage of time or giving of notice, or both, would constitute a breach or default under the FILOT Agreement by Assignor or the Sold Property, that the FILOT Agreement is in full force and effect, that the FILOT Agreement has not been further amended or modified and that all requirements of Assignor under the FILOT Agreement have been satisfied, all as of the Closing Date. (b) Assignor is a party to the FILOT Agreement as of the Closing Date and has taken all actions necessary to become and remain a party to the FILOT Agreement; (c) as of the Closing Date, all required payments (including but not limited to tax payments, fee in lieu of tax payments and any required fees owed to any governmental entity or any other third party) for the Sold Property had been timely paid; (d) as of the Closing Date there were no outstanding taxes or fees owed for the Sold Property; and (e) Assignor will provide all information in its possession necessary to Assignee to allow Assignee to prepare and file the initial SC Form PT-300 (Property Return) with respect to the Sold Property.

Assignor's Representations, Warranties and Covenants. Assignor hereby represents and warrants to and covenants with Assignee: (a) that Assignor's Rights and Powers, as and when assigned and transferred to Assignee hereunder, are free of any Liens, other than the Liens granted by the Project Documents to Tudesco and AMJV; (b) that each of the Project Documents assigned hereunder, in whole or in part, is in full force and effect with respect to Assignor; there are no breaches by Assignor or events of default thereunder; there are no amendments, modifications or supplements thereto; and, assuming the due authorization, execution and delivery thereof by each other party thereto, each is the legal, valid and binding obligation of assignor enforceable in accordance with its terms; (c) that Assignor has not sold, assigned, pledged or otherwise hypothecated (subject to the exception contained in paragraph (a) above), and will not sell, assign, pledge or otherwise hypothecate, the whole or any part of Assignor's Rights and Powers, other than pursuant to this Agreement with Assignee and pursuant to the assignments to Agent contained in the Loan Instruments (it being understood and agreed that all of the same are being pledged or hypothecated concurrently herewith pursuant to the Loan Instruments and that the Tudesco and AMJV Liens are being transferred to Agent concurrently herewith).

Assignor's Representations, Warranties and Covenants. Assignor hereby represents and warrants to, and covenants with, Assignee that: (a)

Assignor's Representations, Warranties and Covenants. 2.1 The Assignor represents, warrants, and covenants to the Assignee that: (a) the Assignor has good right, full power and absolute authority to assign its interest in the Copyright to the Assignee; (b) with the exception of this Agreement, no person other than the Assignor has any right, present or future, contingent or absolute, to purchase or acquire an interest in the Copyright or to require the Assignor to grant an option or right to purchase the Copyright; and (c) the Assignor holds the legal title of the Copyright in trust for the Assignee.

Assignor's Representations, Warranties and Covenants. Each of Palmieri, Caprino, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby represents, warrants and covenants to Solaris that: (a) each of Palmieri, Caprino, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ have the capacity to enter into this Agreement and to carry out the transactions contemplated hereunder; (b) this Agreement constitutes a legal, valid and binding obligation on each of Assignors; (c) to the actual knowledge of each of Palmieri, Caprino, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, no action or proceeding has been commenced or filed against the Assignors related to the Intellectual Property; (d) the Assignors are the sole legal and beneficial owners of all right, title and interest in and to the Intellectual Property, free and clear of any lien, claim, charge, security interest or encumbrance; (e) subject to the rights granted to Solaris under this Agreement, the Assignors have the exclusive right to possess and use the Intellectual Property and have not sold the Intellectual Property, or granted any license or other right in respect of the Intellectual Property, to any third party; (f) to the actual knowledge of each of Palmieri, Caprino, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, there is no restriction on the ability of the Assignors to use or exploit all of the Intellectual Property; (g) to the actual knowledge of each of Palmieri, Caprino, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, neither the use nor possession of the Intellectual Property by the Assignors infringe or will infringe upon the industrial or intellectual property rights of any third party. To the actual knowledge of each of Palmieri, Caprino, ▇▇▇▇▇▇ and ▇▇▇▇▇▇, the Assignors are not aware of any claim alleging or asserting any infringement or breach of any industrial or intellectual property rights relating to the Intellectual Property; (h) all individuals involved in the research and development efforts or who provided input relating to the Intellectual Property: (i) were either (A) employees hired by the Assignors or any one of them or (B) contractors of the Assignors or any one of them who executed enforceable agreements with the Assignors irrevocably assigning to the Assignors all rights arising from their endeavours; (ii) have executed irrevocable waivers of moral rights; and (iii) are bound by written confidentiality agreements not to disclose or make use of the Intellectual Property for their own benefit or for the benefit of anyone other than the Assignors without the written consent of the Assignors; (i) the Intellectual Property constitutes all of the intellectual property assets of t...

Assignor's Representations, Warranties and Covenants. Each Assignor hereby severally, and not jointly and severally, represents, warrants and covenants to and for the benefit of Assignee as follows: (a) such Assignor has full power and authority to enter into, execute, deliver and carry out the terms of this Agreement and to incur the obligations provided for herein, all of which have been duly authorized by all proper and necessary action and are not prohibited by the organizational instruments of such Assignor; (b) such Assignor is the legal and beneficial owner of its portion of the Assigned Interests and the Note, if any, delivered to Borrower by it pursuant to Section 1.2 above, free and clear of any adverse claim, Lien, encumbrance, security interest, restriction on transfer (other than those set forth in Section 9.6 of the Loan Agreement), purchase option, call or similar right of a third party; (c) this Agreement is a legal, valid and binding agreement of such Assignor, enforceable according to its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (d) as of the Effective Date, the outstanding principal amount of the Loans made by such Assignor is equal to the Gross Purchase Price set forth on Schedule I hereto opposite the name of such Assignor in the column titled "Gross Purchase Price"; (e) as of the Effective Date, no Event of Default under Section 7(a) of the Loan Agreement has occurred and is continuing in respect of principal and/or interest owing to such Assignor; and (f) there are no Non-Excluded Taxes levied against such Assignor or otherwise in effect with respect to such Assignor, on the Closing Date in respect of its Loan Obligations.

Assignor's Representations, Warranties and Covenants. (a) The Assignor hereby makes the following representations and warranties to Westlake as of the Effective Date and as of the Closing Date: